Pre-IPO analysis, grading & scoring -- updated Oct 6

. Business Model Rating Criteria

A = high growth market, potential leader; B = more competitive market; C='public venture capital'

. Calculations

. IPO Price to annualized Sales Ratio -- (Price / Sales)

Numerator

Denominator

IPO market capitalization…

Annualized Sales (last six month's revenues times 2)

(post-IPO # of shares times mid-point of IPO price range)

. IPO Price to annualized Earnings (loss) -- (Price / Earnings)

Numerator

Denominator

IPO market cap

Annualized Earnings (loss) from the last quarter

=========================================================================

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Use 'Edit, find on this page' to search for companies

for analysis

scheduled below

=========================================================================

Summary ratios for the week of Oct 9 (IPOs not previously analyzed, scored & graded)

(P/E ratios based on annualizing recent results, see notes)

VALUATION RATIOS

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

Acme Packet (APKT)

$399

5.3

18

5.1

5.0

20%

edge of network controllers: B-, 8

Post-IPO shrs:57mm

eHealth (EHTH)

$231

4.3

43

4.0

3.9

24%

online health insurance broker: B-,8

Post-IPO shrs:21mm

Ivivi Technologies (II)

$65

75.0

-9

5.5

5.5

27%

electro-therapeutic technologies: C, 6

Post-IPO shrs:9.3mm

SAIC Inc. (SAI)

$5,614

0.7

14

4.9

12.9

19%

scientific/technical services: C+, 7

Post-IPO shrs:401mm

UltraPetrol Bhms ULTR

$392

2.5

26

1.9

1.9

45%

Shipping -- dry bulk & liquids: C+, 6

Post-IPO shrs:28mm

=========================================================================

SEARCH BY COMPANY

Use 'Edit, find on this page' to search for companies

for analysis

scheduled below

=========================================================================

Acme Packet

APKT, B-, 8

edge of network controllers

Post-IPO shrs:57mm

Burlington, MA

2003

2004

2005

June 05*

June 06*

IPO Mkt

Rev ($mm)

$3

$16

$36

$17

$38

Cap (mm)

Gross profit %

73.3%

63.8%

75.0%

71.2%

78.9%

$399

Income ($mm)

-$8

-$7

$0.0

$0.1

$11

@$7

Net income %*

-227.3%

-43.8%

-0.1%

0.5%

29.7%

*for the six monthds ended June 30

VALUATION RATIOS

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

Acme Packet (APKT)

$399

5.3

18

5.1

5.0

20%

SCORECARD

Mgt

Market

Market Do-

Proprie-

Total

1-5, 5 is high

Growth

mination

tary

rating

20 is perfect

2

2

2

2

8

Scoring note:

. There is the risk APKT's product category will be eliminated as major competitors include

APKT features in expanded future product offerings

. Also, even though APKT leads its category today, we don't believe it can maintain its profit margin

Summary:

. Leading position in its market segment, high margin, profitable

. However, APKT may be a one trick pony, because the major competitors may subsume APKT's product categroy

Business

. The leading provider of session border controllers, or SBCs, that enable interactive

communications service providers to deliver secure and high quality interactive

communications—voice, video and other real-time multimedia sessions—across Internet Protocol,

or IP, network borders.

. APKT’s Net-Net products, which consist of hardware and proprietary software, serve as a central

element in unifying the separate IP networks that comprise wireline, wireless and cable networks

. Interactive communications service providers can use APLT’ products to create a premium

service tier that delivers next-generation interactive communications services, such as Voice over

IP, or VoIP, with the same quality assurance and security as they historically have offered for

voice services over their legacy telephone networks.

Network border deployment

. SBCs (session border controllers) are deployed at the borders between IP networks, such as

between two service providers or between a service provider and its business, residential or mobile

customers.

. SBCs are the only network element currently capable of integrating the control of signaling

messages and media flows. This capability complements the roles and functionality of routers,

softswitches and data firewalls that operate within the same network.

Shipments & deployment to service providers

. APKT began shipping Net-Net products in 2002. Since that time, more than 275 interactive

communications service providers in over 55 countries have purchased our products.

. The type of interactive communications service providers which have deployed APKT products

include cable service providers, wireline and mobile wireless telecommunications service

providers, information service providers and data transport service providers

. Sells products and support services through 30 distribution partners and our direct sales force.

Sales & distribution

. 300 service providers in over 55 countries have deployed APKT’s products.

. Products and support services are sold through a direct sales force and 30 distribution partners,

including many of the largest networking and telecommunications equipment vendors throughout

the world.

Major Risk

. If functionality similar to that offered by APKT’s SBCs (session border controllers) is added to

the existing network infrastructure elements, organizations may decide against adding SBCs to

their networks, which would significantly limit the market for standalone SBC systems.

. For an example, see ‘competition’ below -- Cisco (CSCO, market cap $145 billion)

. If for any reason the SBC market is not sustainable, results of APKT’s operations will materially be harmed

Competition

While APKT believes it is currently the market leader, APKT expects competition to persist and

intensify in the future as the SBC market grows and gains greater attention

. Primary competitors generally consist of start-up vendors, such as Newport Networks and

NexTone and more established network equipment and component companies, such as Ditech

Networks, through its acquisition of Jasomi, Juniper Networks, through its acquisition of Kagoor

and AudioCodes, through its pending acquisition of Netrake.

. APKT also competes with some of the companies with which it has distribution partnerships,

such as Sonus Networks.

. Cisco Systems recently announced a new product for the SBC market.

Intellectual property

. Has been issued four U.S. patents, allowed two U.S. patents and ten other U.S. provisional and

non-provisional patent applications are pending, as well as counterparts pending in other

jurisdictions around the world.

. Once a patent is "allowed" by the U.S. Patent Office, the patent will be issued upon completion

of certain administrative procedures.

Use of $50mm from sale of 8mm shares

(shareholders intent to sell 3.5mm shares)

Working capital and other general corporate purposes, which may include financing growth

(including payment of increased levels of expenditures), developing new products, and funding

capital expenditures, acquisitions and investments

=====================================================================

eHealth

EHTH, B-, 8

online health insurance broker

Post-IPO shrs:21mm

New York, NY

2004

2005

2006

June 05*

June 06*

IPO Mkt

Rev ($mm)

$22

$30

$42

$19

$27

Cap (mm)

Income ($mm)

-$3.1

-$3.3

$0.4

-$0.2

$2.7

$231

Net income %*

-14%

-11%

1%

-1%

10%

@$14

*for the six monthds ended June 30

VALUATION RATIOS

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

eHealth (EHTH)

$231

4.3

43

4.0

3.9

24%

SCORECARD

Mgt

Market

Market Do-

Proprie-

Total

1-5, 5 is high

Growth

mination

tary

rating

20 is perfect

3

2

2

1

8

Summary

. Recently turned profitable, recurring commission income, leader in its category

. No specific plans for IPO proceeds -- that's a good sign

Business

. The leading online source (according to EHTH) of health insurance for individuals, families and

small businesses.

. Licensed to market and sell health insurance in all 50 states and the District of Columbia.

. Has built a scalable, proprietary ecommerce platform, and has developed partnerships with over

150 health insurance carriers, enabling EHTH to offer more than 5,000 health insurance products

online.

EHTH believes it is unique

. Is currently unaware of any other company that has the technology leadership, the number of

health insurance carrier relationships and the breadth of health insurance products that EHTH

possesses in the individual, family and small business health insurance market.

. The EHTH ecommerce platform can be accessed directly through the website addresses

(www.ehealth.com and www.ehealthinsurance.com) as well as through a broad network of

marketing partners.

Simplifies & streamlines

. EHTH believes it simplifies and streamlines the complex and traditionally paper-intensive health

insurance sales and purchasing process.

. As of June 30, 2006, had more than 325,000 members.

. EHTH defines a member as an individual currently covered by an insurance product for which

EHTH is entitled to receive compensation.

Competition

. Traditional local insurance agents.

. Health insurance carriers' "direct-to-member" sales

. Online agents

EHTH has entered into marketing partnerships with some online agencies and these agents refer

consumers to EHTH from states they do not service.

. National insurance brokers.

Some large agencies and financial services companies, such as Aon, Arthur J. Gallagher and

Willis, have partnered EHTH in order to offer EHTH's services to their customer and member

bases.

Use of $47mm in IPO proceeds from sale of 5mm shares

Currently has no specific plans for the use of the net proceeds of this offering

=========================================================

Ivivi Technologies

II, C, 6

electro-therapeutic technologies

Post-IPO shrs:9.3mm

Northvale, NJ

2005

2006

June 05*

June 06*

IPO Mkt

Rev ($mm)

$0.33

$0.79

$0.04

$0.22

Cap (mm)

Income ($mm)

-$2.6

-$10.7

-$1.3

-$1.9

$65

Net income %*

-793%

-1361%

-3514%

-876%

@$7

March 31 fiscal year

*for the three months ended June 30

VALUATION RATIOS

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

Ivivi Technologies (II)

$65

75.0

-9

5.5

5.5

27%

SCORECARD

Mgt

Market

Market Do-

Proprie-

Total

1-5, 5 is high

Growth

mination

tary

rating

20 is perfect

2

2

0

2

6

Summary

. Losing money, breakeven not in sight

. High cash burn rate indicated by -9 price/earnings ratio

. Price-to-book value seems quite high relative for II's category

Business

. Early-stage medical technology company focusing on designing, developing and

commercializing proprietary electrotherapeutic technologies.

. Electrotherapeutic technologies use electric or electromagnetic signals to help relieve pain,

swelling and inflammation and promote healing processes and tissue regeneration.

. Expects to incur additional operating losses, as well as negative cash flow from operations for the

foreseeable future

Focus

. Focused research and development activities on pulsed electromagnetic field, or PEMF

technology.

. Currently marketing products utilizing PEMF technology to the chronic wound and plastic and

reconstructive surgery markets.

. Is developing proprietary technology for other therapeutic medical markets.

Competition

. Diapulse Corp manufactures and markets devices that are deemed by the FDA to be substantially

equivalent to some of II's products

. Regenisis Biomedical manufactures and markets a device that is similar to II's first generation

device

. BioElectronics Corp develops and markets the ActiPatch™, a medical dermal patch that delivers

PEMF therapy to soft tissue injuries

. Kinetics Concepts, Inc. manufactures and markets negative pressure wound therapy devices in

the wound care market.

. A number of other manufacturers, both domestic and foreign, and distributors market shortwave

diathermy devices that produce deep tissue heat and that may be used for the treatment of certain

of the medical conditions for which II's products are used.

. II's products may also compete with pain relief drugs as well as pain relief medical devices, as

well as other forms of treatment, such as hyperbaric oxygen chambers, thermal therapies and

hydrotherapy.

Use of $15mm in IPO proceeds

. Research and development, $4mm

. Sales and marketing, $3.9mm

. Repayment of debt and related interest, $3.4mm

. General corporate purposes, including working capital and capital expenditures, $3.4mm

=========================================================

SAIC Inc. (SAI)

SAI, C+, 7

scientific/technical services

Post-IPO shrs:401mm

San Diego

2004

2005

2006

6msJuly05*

6msJuly06*

IPO Mkt

Rev ($mm)

$5,833

$7,187

$7,792

$3,798

$4,013

Cap (mm)

Operating income %

6.8%

6.8%

6.4%

6.7%

7.5%

$5,614

Income ($mm)**

$224.0

$272.0

$345.0

$140.0

$197.0

@$14

Net income %

3.8%

3.8%

4.4%

3.7%

4.9%

January 31 fiscal

*for the six monthds ended July 31

**from continuing operations

VALUATION RATIOS

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

SAIC Inc. (SAI)

$5,614

0.7

14

4.9

12.9

19%

SCORECARD

Mgt

Market

Market Do-

Proprie-

Total

1-5, 5 is high

Growth

mination

tary

rating

20 is perfect

2

1

3

1

7

Compare & contrast

. Among contractors focused principally on U.S. Government IT and other technical services, SAI

competes with the following public companies, that are not divisions of larger companies

. Comparisons based on annualizing results for the six months ended June 30

VALUATION RATIOS

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

SAIC Inc. (SAI)

$5,614

0.7

14

4.9

12.9

19%

CACI Int'l (NYSE:CAI)

$1,730

1.4

20

2.3

-19.9

$56.58

ManTech Int'l (MANT)

$1,140

1.0

24

2.7

7.5

$34.03

SRA Int'l (NYSE: SRX)

$1,640

1.4

26

3.1

4.9

$29.34

Other competitors include divisions of Boeing, General Dynamics, Lockheed, IBM & more

Price history

. SRX IPO'd May 24, 2002 at an adjusted price of $11, it is nearly $30

. MANT increased from $21 to $34 during the same period

. CAI increased from $31 to $56 during the same period

SAI is planning in IPO'ing at a discount relative to the three companies listed above. However,

profit margins for the six months ended June 30, 2006 may not be sustainable -- the 2006 after tax

margins were up 41% compared to 2005

Summary

. Intends for make a dividend distribution to pre-IPO shareholders of up to $2.4 billion

. Going into the IPO SAI had $2.4 billion in cash as of June 30, 2006

. 89% of revenue from the US government, 69% from the DoD

. Government segment ‘internal growth’ revenue up only 2% for the six months ended July 31, 2006

. Funded backlog relatively flat comparing July 31 with January 31, see below

. Trend to more competitive bidding by the US government may exert downward pressure on

margins.

Business

. Provides consulting services primarily to the US government, which represented 89% of fiscal

2006 revenue

. Serves all branches of the U.S. military, agencies of the U.S. Department of Defense, the

intelligence community, the U.S. Department of Homeland Security and other U.S. Government

civil agencies

. As of July 31, 2006, employed approximately 43,100 full and part-time employees.

. The increase in demand for SAI’s services and solutions has been driven by priorities including

the ongoing global war on terror and the transformation of the U.S. military.

Six months ended July 31, 2006

.Consolidated revenues

. Increased 6% during the six months ended July 31, 2006 compared to 2005. Two percentage

points was internal, or non-acquisition, related growth. The acquisition of new businesses

accounted for the remaining four percentage points of revenue growth.

. Internal growth within the Government segment was relatively flat during the six months ended

July 31, 2006.

. Slower internal growth is primarily attributable to the wind down of certain large programs

initiated in fiscal years 2004 and 2005 combined with fewer large replacement programs starting

up, a decision by management to exit certain non-core business areas and the diversion of Federal

funding toward the war efforts in Iraq and Afghanistan.

Income from Continuing Operations.

. Income from continuing operations increased $57 million, or 41%, for the six months ended July

31, 2006 compared to the same period of the prior year.

. This increase was primarily due to increased segment operating income, increased interest

income and lower effective tax rates during the six months ended July 31, 2006 compared to the

same period of the prior year.

US Government spending

. SAI estimates that more than $200 billion of government spend will be spent in areas in which

SAI competes.

. SAI believs that U.S. Government spending in SAI-related areas will continue to grow over the

next several years as a result of homeland security and intelligence needs arising from the global

war on terror, the ongoing transformation of the U.S. military and the increased reliance on

outsourcing by the U.S. Government.

Status, including backlog

. As of July 31, 2006, had a portfolio of 9,000 active contracts.

. Total consolidated negotiated backlog as of July 31, 2006 was $16.0 billion, which included

funded backlog of approximately $4.0 billion, compared to $15.1 billion and $3.9 billion,

respectively, as of January 31, 2006.

. In May 2006, Washington Technology, a leading industry publication, ranked SAI number three

in its list of Top Federal Prime Contractors in the United States based on information technology

(IT), telecommunications and systems integration revenues.

Risks

Bid Risks

The U.S. Government has increasingly relied on certain types of contracts that are subject to a

competitive bidding process. Due to this competitive pressure, SAI cautions that it may be unable

to sustain our revenue growth and profitability.

. The U.S. Government has increasingly been using contract vehicles, such as indefinite

delivery/indefinite quantity (IDIQ), government-wide acquisition contracts (GWACs) and General

Services Administration (GSA) Schedule contract vehicles, to obtain commitments from

contractors to provide various products or services on pre-established terms and conditions.

. Under these contracts, the U.S. Government issues task orders for specific services or products it

needs and the contractor supplies these products or services in accordance with the previously

agreed terms.

. These contracts often have multi-year terms and unfunded ceiling amounts, therefore enabling

but not committing the U.S. Government to purchase substantial amounts of products and services

from one or more contractors.

. These contracts are typically subject to a competitive bidding process that results in greater

competition and increased pricing pressure.

. Accordingly, we may not be able to realize revenues and/or maintain our historical profit margins

under these contracts.

Additional bid risks

. The competitive bidding process also presents a number of more general risks, including the risk

of unforeseen technological difficulties and cost overruns that may result from bidding on

programs before completion of their design

. And there is the risk that SAI may encounter expense, delay or modifications to previously

awarded contracts as a result of competitors protesting or challenging contracts awarded to SAI in

competitive bidding

Political risk

. If there is a change in Congressional control in the November elections, the control change is

expected to result in significantly slower growth for the type of services that SAI targets, such as

national security, defense transformation, intelligence and homeland security

. Or a political change could result in a significant shift in spending priorities, or the substantial

reduction or elimination of particular defense-related programs

DoD risks

. Revenues under contracts with the DoD, including subcontracts under which the DoD is the

ultimate purchaser, represented 69% of SAI’s total consolidated revenues in fiscal 2006.

. The U.S. Government conducted a strategic review of the U.S. defense budget in government

fiscal 2005 and 2006, known as the Quadrennial Defense Review (QDR), and

. The results of this strategic review may result in shifts in DoD budgetary priorities or reductions

in overall U.S. Government spending for defense-related programs, including with respect to

programs from which SAI expects to derive a significant portion of revenues.

Contract lawsuit with the Greek government

. SAI entered a contract with the Greek government to provide the security infrastructure that was

used to support the 2004 Athens Summer Olympic Games and to serve as the security system for

the Greek government’s public order departments after the Olympic Games.

. SAI has received $147 million of payments from the Greek government under the contract and

recognized as revenues only $120 million of the total system price of $199 million.

. As of July 31, 2006, has recorded $123 million of losses on this contract and unfavorable

resolution of this matter could further adversely affect SAI’s profitability and cash balances

. If the Greek government asserts claims against SAI in the arbitration and it is determined that

SAI hase breached the Greek contract and, as a result, owe the Greek government damages, such

damages could include, but are not limited to, (1) re-procurement costs, (2) repayment of amounts

paid of $147 million under the Greek contact, (3) penalties for delayed delivery

Seasonality

. The U.S. Government’s fiscal year ends on September 30 of each year. It is not uncommon for

U.S. Government agencies to award extra tasks or complete other contract actions in the weeks

before the end of its fiscal year in order to avoid the loss of unexpended fiscal year funds.

. As a result of this cyclicality in the U.S. Government budget process, SAI has from time to time

experienced higher revenues in the third fiscal quarter, ending October 31, and lower revenues in

the fourth fiscal quarter, ending January 31.

Competition

SAI believes that its employee ownership culture helps differentiates it from competition, which include the following:

. Among contractors focused principally on U.S. Government IT and other technical services, SAI

competes primarily with companies such as Anteon International Corporation, which was acquired

by General Dynamics, CACI International Inc, ManTech International Corporation, SRA

International, Inc. and The Titan Corporation, which was acquired by L-3 Communications.

. Among the large defense contractors which provide U.S. Government IT services in addition to

other hardware systems and products, SAI competes primarily with engineering and technical

services divisions of The Boeing Company, General Dynamics Corporation, Lockheed Martin

Corporation, Northrop Grumman Corporation and Raytheon Company.

. Among the diversified commercial and U.S. Government IT providers, SAI competes primarily

with companies such as Accenture Ltd, BearingPoint, Inc., Booz Allen Hamilton Inc., Computer

Sciences Corporation, Electronic Data Systems Corporation, International Business Machines

Corporation and Unisys Corporation.

Voting control

. Public shareholders get one vote per share

. Non-public shareholders get 10 votes per share

Reorganization and use of $1bb in IPO proceeds

Plans on paying up to $2.4 billion in cash dividends to pre-IPO shareholders

. Old SAIC will declare a special dividend in an aggregate amount of between $1.6 billion and

$2.4 billion, payable to holders of record of Old SAIC class A and class B common stock

immediately prior to the reorganization merger.

. The special dividend will exceed the net proceeds from this offering by an amount ranging from

$620 million to $1.4 billion, depending on the size of the dividend.

. Following the completion of this offering, SAI will have, on a consolidated basis, cash of

$3.4 billion to pay the special dividend of $2.4 billion, which reflects the maximum amount of the

dividend range

. Cash remaining after the special dividend payment and borrowing capacity will be used for

general corporate purposes, including working capital, capital spending, internal growth initiatives

and possible investments in, or acquisitions of, complementary businesses, services or

technologies

======================================================================

UltraPetrol Bahamas

ULTR, C+, 6

Shipping -- dry bulk & liquids

Post-IPO shrs:28mm

Nassau, Bahamas

2004

2005

2006

June 05*

June 06*

IPO Mkt

Rev ($mm)

$75

$95

$125

$69

$78

Cap (mm)

Operating Exp %

55%

43%

56%

47%

54%

$392

Operating Profit Exp %

2%

29%

34%

21%

21%

@$14

Financial Exp %

21%

17%

14%

13%

11%

Income ($mm)

-$11.5

$5.1

$16.7

$25.0

$7.6

Net income %*

-15%

5%

13%

36%

10%

Note: proforma for 2005 and June 30, 2006

*for the six months ended June 30

"Financial Exp" is mostly likely interest expense, although the filing doesn't say so explicitly

VALUATION RATIOS

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

UltraPetrol Bhms ULTR

$392

2.5

26

1.9

1.9

45%

SCORECARD

Mgt

Market

Market Do-

Proprie-

Total

1-5, 5 is high

Growth

mination

tary

rating

20 is perfect

2

1

2

1

6

Summary

. Mundane industrial shipping company planning to IPO based on future expectations

. With an IPO price-to-earnigns ratio that seems high for the segment

. Can't pay dividents based on restrictive debt covenants

. Insiders get 7 votes per share, public shareholders get one vote per share

Business

. An industrial shipping company serving the marine transportation market

. Includes shipping markets for grain, forest products, minerals, crude oil, petroleum, and refined

petroleum products, as well as the offshore oil platform supply market

. And the leisure passenger cruise market through operations in the following four segments of the

marine transportation industry.

Recent acquisitions

. On March 20, 2006, purchased Ravenscroft, from two of related parties, Crosstrade Maritime

Inc., and Crosstrees Maritime Inc., for the purchase price of $11.5 million.

. Ravenscroft Shipping (Bahamas) S.A. is a holding company that is the ultimate parent of

ULTR’s vessel managers, Ravenscroft Ship Management Inc., which manages the vessels in the

Ocean Business and Offshore Supply Business, and Elysian Ship Management Inc., which

manages the vessels in the Passenger Business

. Separately, ULTR purchased 66.67% UP Offshore (Bahamas) Ltd., through which ULTR

operates its Offshore Supply Business, from LAIF, an affiliate of Solimar, one of the selling

shareholders (if the over allotment underwriter option is excercised), for a purchase price of $48.0

million on March 21, 2006.

Four segments

. River Business, with 490 barges, is the largest owner and operator of river barges and pushboats

that transport dry bulk and liquid cargos through the Hidrovia Region of South America, a large

area with growing agricultural, forest and mineral related exports

. Offshore Supply Business, owns and operates vessels that provide critical logistical and

transportation services for offshore petroleum exploration and production companies, primarily in

the North Sea and the coastal waters of Brazil. Our Offshore Supply Business fleet currently

consists of proprietarily designed, technologically advanced platform supply vessels, or PSVs,

including four in operation and two under construction to be delivered in 2007 and 2008.

. Ocean Business, owns and operates six oceangoing vessels, including three versatile

Suezmax/Oil-Bulk-Ore, or Suezmax OBO, vessels, one Aframax tanker, one semi-integrated

tug/barge unit and one chemical/product carrier. The Ocean Business fleet has an aggregate

capacity of approximately 600,000 dwt, and three Suezmax OBOs are capable of carrying either

dry bulk or liquid cargos, providing flexibility as dynamics change between these market sectors.

. Passenger Business fleet, consists of two vessels with a total carrying capacity of approximately

1,600 passengers, and operates primarily in the European cruise market. Currently employs each

passenger vessels under seasonal charters with a tour operator. In addition, is currently negotiating

opportunities to operate these vessels during periods outside the European travel season.

Management

. Led by members of the Menendez family, which has been in the shipping industry since 1876.

. Senior executive officers have on average 34 years of experience in the shipping industry.

Voting rights

. Existing shareholders are expressly entitled to seven votes per share on all shares held directly by

them

. All other holders of shares of common stock are entitled to one vote per share

Dividends

ULTR’s ability to pay dividends is restricted by the Notes, issued in 2004

Use of $160mm in IPO proceeds

. $48.0 million to repay the note issued to LAIF, a related company, in connection with purchase

of its 66.67% interest in UP Offshore;

. $11.5 million to repay the notes issued to Crosstrees Maritime Inc. and Crosstrade Maritime Inc.,

related companies, in connection with ULTR’s purchase of Ravenscroft and related assets;

. $52.9 million to repay some of variable interest rate indebtedness owed to IFC and certain of

other lenders, including an affiliate of the underwriters;

. $4.3 million to redeem UP Offshore’s redeemable preferred shares issued to IFC;

. $6.2 million to discharge the obligations to IFC resulting from purchase of its interest in ULTR’s

River Business;

. $20.0 million to be held as working capital to fund a portion of the balance of the construction

costs of the two PSVs being built in Brazil;

. the remainder, or approximately $17.3 million, for general corporate purposes.

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